<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 26, 1999
---------------------------
TRAVELCENTERS OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 333-26497 36-3856519
- --------------------------------------------------------------------------------
(State of Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
24601 Center Ridge Road, Suite 200 Westlake, Ohio 44145-5634
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (440) 808-9100
-------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 26, 1999, TravelCenters of America, Inc. issued a news
release, a copy of which is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 News release dated February 26, 1999.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRAVELCENTERS OF AMERICA, INC.
By: /s/ James W. George
-------------------------------
James W. George
Sr. Vice President and Chief Financial Officer
Date: March 2 , 1999
3
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 News release dated February 26, 1999.
4
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Michael O'Connor John M. Holahan
TravelCenters of America Travel Ports of America
440-808-3049 716-272-1810
TRAVELCENTERS OF AMERICA ANNOUNCES
AGREEMENT TO ACQUIRE TRAVEL PORTS OF AMERICA
WESTLAKE, Ohio, February 26, 1999 --- TravelCenters of America (TA) and
Travel Ports of America today announced the execution of a merger agreement by
TA to acquire Travel Ports of America (Nasdaq: TPOA) through the acquisition for
cash of all outstanding shares of Travel Ports for $4.30 per share, except as
described below. This represents a 32.3 percent premium to Travel Ports closing
share price February 25, 1999, of $3.25.
Under the terms of the merger agreement, unanimously approved by both
company boards, TA will pay an aggregate of approximately $40.5 million in cash
as consideration for the sale of all outstanding shares of Travel Ports. The
transaction is expected to be completed during the second quarter of this year,
subject to regulatory and shareholder approvals, as well as the satisfaction of
selective due diligence matters and other customary closing conditions. In
connection with the merger agreement, certain shareholders beneficially owning,
in the aggregate, approximately 36 percent of the outstanding common shares of
Travel Ports have agreed to vote all of their shares for the approval of the
transaction at the Travel Ports shareholder meeting to be held to consider the
merger proposal.
- more -
<PAGE> 2
In addition, TA has entered into an agreement with Travel Ports
Chairman and CEO E. Philip Saunders pursuant to which he will exchange
approximately 653,000 common shares of Travel Ports for TA shares in an amount
equal to between two and three percent of the outstanding TA voting shares. The
share exchange will take place immediately prior to the consummation of the
merger.
The acquisition by TA of Travel Ports, a regional network of 16 travel
centers located primarily in the Northeast, will expand the TA network to 162
locations in 40 states coast-to-coast, and enable TA to provide more
comprehensive service to trucking companies in the northeastern United States.
Late last year, TA completed the acquisition of Burns Bros. Travel Stops, which
included 17 Burns Bros. facilities located primarily in the western and
northwestern United States.
"TA's acquisition of Travel Ports, recognized as one of the leading
regional travel centers in the nation, is a natural fit," said TA President and
Chief Executive Officer Ed Kuhn. "Our operating philosophies and commitment to
quality products and services parallel one another. Most importantly, our
combined customer base will benefit by the addition of more fueling locations,
consolidated billing and consistent customer programs and policies."
The merger of the companies will bring together two of the industry's
first travel center networks and reunites Truckstops of America, now
TravelCenters of America, with its original founder, Phil Saunders. "In addition
to sharing a common heritage, we have respectively earned industry-wide
reputations for our uncompromising commitment to serving highway travelers,"
said Mr. Saunders. Saunders will be nominated for appointment to the board of
TravelCenters of America following the completion of the acquisition.
Both TA and Travel Ports are strategically positioned to offer the
travel center concept to a wide cross-section of highway travelers, including
large truck fleet customers, owner-operators and motorists. The development of
full-service, state-of-the-art facilities, along with a wide array of offerings,
including diesel fuel, gasoline, restaurants, retail stores, truck service and
maintenance shops, fast-food restaurants, motels, showers and game rooms are key
elements to both companies' long-term strategic plans.
- more -
<PAGE> 3
Travel Ports, headquartered in Rochester, New York, operates 16
locations in seven states. TA, with a network of 146 travel centers nationwide,
would employ a workforce of 11,500 upon completion of the transaction.
The company is headquartered in Westlake, Ohio, a Cleveland suburb.
###
This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provision within the
Private Securities Litigation Reform Act of 1995. Actual results and events
related to the acquisition may differ materially from those anticipated as a
result of risks and uncertainties that include, but are not limited to, the
successful completion of this transaction, the effective integration of Travel
Ports into TA, the overall economic, market and industry conditions, as well as
the risks described from time to time in TA and Travel Ports reports filed with
the Securities and Exchange Commission.
